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Exhibit 10.31  


May 7, 2004  


(1)   DOLLAR FINANCIAL UK LIMITED  


(2)   GILLIAN WILMOT  


 
 

SERVICE AGREEMENT    
    


Freeth
Cartwright LLP

Cumberland Court

80 Mount Street

Nottingham

NG1 6HH



DX:
10039 NOTTINGHAM

Telephone: 0115 936 9369

Fax: 0115 859 9617 







 

CONTENTS  



	1.	 	DEFINITIONS AND INTERPRETATION	 	3
	

2.	
 	

APPOINTMENT, TERM AND NOTICE	
 	

4
	

3.	
 	

DUTIES	
 	

5
	

4.	
 	

PLACE OF WORK	
 	

5
	

5.	
 	

HOURS OF WORK	
 	

5
	

6.	
 	

SALARY	
 	

5
	

7.	
 	

BONUS AND EQUITY	
 	

6
	

8.	
 	

PENSION AND OTHER BENEFITS	
 	

6
	

9.	
 	

EXPENSES	
 	

6
	

10.	
 	

MOTOR CAR	
 	

6
	

11.	
 	

HOLIDAYS	
 	

7
	

12.	
 	

ABSENCE FROM WORK	
 	

7
	

13.	
 	

OBLIGATIONS DURING EMPLOYMENT	
 	

8
	

14.	
 	

TERMINATION OF EMPLOYMENT	
 	

9
	

15.	
 	

SALE OR RECONSTRUCTION OF THE COMPANY	
 	

10
	

16.	
 	

RESTRICTIONS ON THE EXECUTIVE AFTER TERMINATION OF EMPLOYMENT	
 	

10
	

17.	
 	

REDUCTION OF LENGTH OF POST TERMINATION RESTRICTIONS	
 	

12
	

18.	
 	

COMPANY PROPERTY	
 	

12
	

19.	
 	

INTELLECTUAL PROPERTY	
 	

12
	

20.	
 	

DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION	
 	

13
	

21.	
 	

DEDUCTIONS	
 	

13
	

22.	
 	

DATA PROTECTION	
 	

13
	

23.	
 	

NOTICES	
 	

13
	

24.	
 	

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	
 	

13
	

25.	
 	

WARRANTY	
 	

14
	

26.	
 	

COLLECTIVE AGREEMENTS	
 	

14
	

27.	
 	

LAW AND JURISDICTION	
 	

14




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THIS SERVICE AGREEMENT is made on May 7, 2004 


BETWEEN  


(1)   the Company Dollar Financial UK Ltd  






Castlebridge
Office Village, Kirtley Drive, Castle Marina, Nottingham, NG7 2LD. 







(2)   the Executive Gillian Wilmot  






The
Lodge, 2 Church Lane, Lockington, Derby DE24 2TF.

and includes the Particulars of Terms of Employment required by the Employment Rights Act 1996 (as amended). 







OPERATIVE PROVISIONS:  



1.     DEFINITIONS AND INTERPRETATION  


        1.1.  In
this Agreement the following words and expressions have the following meanings: 



	Confidential Information	 	shall include, but not be limited to, the following (whether recorded in writing, on computer disk or in any other manner) trade secrets; customer data, including but not limited to, any such information disclosing the
names and addresses of customers and suppliers of the Company and/or any Group Company, the person at such contact or supplier to contact, the requirements of such customer or supplier, discounts offered by the Company and/or any Group Company;
investment and pricing policies; product performance data; marketing information; technical designs or specifications of the Company's products; business plans or dealings relating to the current or future activities of the Company and/or any Group
Company, including the timing of all or any such matters; know-how; computer passwords; product lines; research activities and results; internal management accounts, any document marked "confidential" or any information which the Executive has been
told is confidential or which the Executive might reasonably expect the Company and/or any Group Company would regard as confidential or which by its very nature is confidential to the Company, or any information which has been given to the Company
and/or any Group Company in confidence by customers, suppliers or other persons, and whether or not recorded in documentary form, computer disk or tape, which the Executive shall acquire at any time during the Executive's employment but which does
not form part of the Executive's own stock in trade provided that it shall not include any information or knowledge which is already in the public domain or may subsequently come into the public domain after the Termination Date other than by way of
unauthorised disclosure by the Executive;
	

Group	
 	

the Company and any Group Company;
	 	 	 	 	 





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Group Company	
 	

means:
	

 	
 	

1.	
 	

a holding company of the Company as defined by s736 of the Companies Act 1985;
	

 	
 	

2.	
 	

a subsidiary as defined by s736 of the Companies Act 1985 of the Company, or of its holding company;
	

 	
 	

3.	
 	

a company over which the Company has control within the meaning of s840 of the Income and Corporation Taxes Act 1988; or
	

 	
 	

4.	
 	

a subsidiary undertaking of the Company as defined by s258 of the Companies Act 1985.
	

Material Interest	
 	

the holding of any position as director, officer, employee, consultant, partner, principal or agent;
	

Termination Date	
 	

the date on which the Executive's employment under this Agreement terminates and references to "from the Termination Date" mean from and including the date of termination.





        1.2.  Unless
the context otherwise requires words denoting the singular shall include the plural and vice versa and reference to any gender shall include all other genders. 


        1.3.  References
to the word "include" or "including" are to be construed without limitation. 


        1.4.  References
in this Agreement to statutory provisions include all modifications and re-enactments of them and all subordinate legislation under them. 



        1.5.  Headings
in this Agreement are inserted for convenience only and shall not affect its construction. 


2.     APPOINTMENT, TERM AND NOTICE  


        2.1.  The
Company will employ the Executive and the Executive will serve the Company as its Managing Director.


        2.2.  The
Executive's appointment shall commence on 10th May 2004 and shall continue (subject to earlier termination as provided in this Agreement) in
the first year by either party giving to the other six calendar months' written notice, and in the second year by the Company giving to the Executive 12 calendar months' prior written notice or by the
Executive giving to the Company 6 calendar months' prior written notice. 


        2.3.  The
Executive agrees that at its absolute discretion the Company may terminate the Executive's employment under this Agreement with immediate effect by paying the
Executive in lieu of her notice period or in lieu of the remainder of her notice period if at the Company's request the Executive has worked during part of the notice period. For this purpose, the
Executive agrees that the payment in lieu of notice will be her basic monthly salary and the value of contractual benefits and allowances for her notice period, after deducting Income Tax and National
Insurance contributions, and specifically excluding from such calculation any, fee, bonus or commission referable to her employment whether payable under this Agreement or otherwise in respect of that
period. 


        2.4.  The
Executive's continuous employment with the Company for the purposes of the Employment Rights Act 1996 (as amended) commenced on 10th May 2004.
No employment with a previous employer counts as part of the Executive's period of continuous employment. 


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        2.5.  The
Executive's employment shall be subject to a probationary period of 3 calendar months. At the end of the probationary period, provided that the Executive and the
Company are satisfied, the Executive will be informed in writing of her appointment as a permanent employee of the Company. During the probationary period the Company may terminate the Executive's
employment on one month's written calendar notice and the executive may give one month's written calendar notice. 



3.     DUTIES  


        3.1.  The
Executive will carry out the duties and functions, exercise the powers and comply with the instructions assigned or given to the Executive from time to time by Jeff
Weiss, Chairman and Chief Executive Officer or Don Gayhardt, President. Except when prevented by illness, accident or holiday the Executive will devote her time, attention and skill to the affairs of
the Company and/or any Group Company and where appropriate do her best to promote its interests provided that the Company may at any time for any reason require the Executive to cease performing and
exercising all or any of the Executive's duties, functions or powers. 


        3.2.  The
Executive will at all times keep Jeff Weiss, Chairman and Chief Executive Officer or Don Gayhardt, President promptly and fully informed (in writing if so
requested) of the conduct of the business or affairs of the Company and/or any Group Company and provide such explanations and assistance as Jeff Weiss, Chief Executive Officer or Don Gayhardt,
President may require in connection with such business or affairs and the Executive's employment under this Agreement. 


        3.3.  The
Executive will not without the prior consent of Jeff Weiss, Chairman and Chief Executive or Don Gayhardt, President accept or take up any other employment nor will
she accept,, any form of paid or unpaid consultative or other work whilst employed by the Company (or any Group Company). Existing commitments need to be disclosed prior to the signing of this
agreement to be included and consent for future commitments will be at the discretion of Jeff Weiss, Chairman and Chief Executive. 


4.     PLACE OF WORK  


        4.1.  The
Executive will perform the Executive's duties at Castlebridge Office Village, Kirtley Drive, Castle Marina, Nottingham, NG7 2LD. 



        4.2.  In
the performance of the Executive's duties, the Executive may be required to travel both throughout and outside the United Kingdom. 


5.     HOURS OF WORK  


        5.1.  The
Company's normal office hours are from 9.00am to 5.30pm Monday to Friday but the Executive will work such hours as are needed for the proper performance of her
duties including hours outside the Company's normal office hours without additional remuneration in order to meet the requirements of the business. 


6.     SALARY  


        6.1.  The
Executive's basic annual salary is £150,000 which will accrue from day to day and be payable monthly in arrears on the last business day of each month
or the nearest working day before that. 


        6.2.  The
Executive's salary will be subject to review annually by the Company in its absolute discretion. 


5







 



7.     BONUS AND EQUITY  


        7.1.  The
Executive may while employed by the Company be entitled to an equity incentive and to be paid a bonus of such amount and on such terms as may be agreed between the
Company and the Executive and to be set out in a separate agreement between the Company and the Executive. 



        7.2.  The
Company reserves the right in its absolute discretion to vary the terms of and/or the measurement criteria of bonus payable under this Agreement. 


        7.3.  The
Executive shall receive a one-off signing bonus in the sum of £20,000 which shall be payable monthly in arrears on the last business day of
each month or the nearest working day before that. 


8.     PENSION AND OTHER BENEFITS  



        8.1.  The
Executive will be entitled to participate in the Company's pension scheme subject to and upon the rules of the pension scheme from time to time in effect. A copy of
the rules of the pension scheme can be obtained from the Company on request. 


        8.2.  The
Company will contribute in equal monthly instalments an amount equal to 8% of the Executive's basic salary (or, if less, the maximum amount permitted by the Inland
Revenue) during each year of her employment under this Agreement to the pension scheme referred to in Clause 8.1 PROVIDED THAT, as a condition of making such contribution, the Company may
require the Executive to contribute 8% of her basic salary to such pension scheme. 


        8.3.  There
is no contracting out certificate in force in respect of the Executive's employment under the provisions of the Pension Schemes Act 1993. 


        8.4.  During
the Executive's employment the Company will provide the Executive at the Company's expense with Death in Service Benefit at the rate of 4 times basic salary
under the Company's scheme subject to and upon the rules of the scheme from time to time in force and to the Executive being eligible to participate in or benefit from the scheme. 



        8.5.  During
the Executive's employment the Company will provide the Executive and her immediate family at the Company's expense with cover under the Company's Private
Healthcare Scheme subject to and upon the rules of the said scheme from time to time in force and to the Executive (and where appropriate the Executive's family) being eligible to participate in or
benefit from the scheme. 


        8.6.  In
respect of the benefits provided to the Executive under this Clause 8 the Company reserves the right to terminate or substitute other schemes for them or
amend the scale or level of benefits. 



9.     EXPENSES  


        The Company will reimburse to the Executive all business expenses reasonably and properly incurred in the performance of the Executive's duties under this
Agreement on hotel, traveling, entertainment and other similar items provided that the Executive produces to the Company all appropriate receipts or other satisfactory evidence of expenditure. 


10.   MOTOR CAR  


        10.1.    The Company shall provide the Executive with a car allowance in the sum of £15,000 per annum. This will be reviewed annually. 


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11.   HOLIDAYS  


        11.1.    In this clause "holiday year" means the period from January 1st to December 31st in each year. 


        11.2.    In
addition to statutory bank and public holidays the Executive will be entitled to 25 working days' paid holiday in each holiday year. 



        11.3.    All
holidays are to be taken at such times as may be approved by Jeff Weiss, Chairman and Chief Executive Officer or Don Gayhardt, President with two weeks notice. 


        11.4.    The
Executive may not carry holiday forward to the following holiday year without express permission of Jeff Weiss or Don Gayhardt. 


        11.5.    The
Executive will not be entitled to any pay in lieu of holiday except when employment terminates and the Executive has not taken her accrued entitlement as at the
Termination Date. On termination, the Executive's holiday entitlement will be calculated pro-rata. 



        11.6.    Where
the Executive has taken more or less than her holiday entitlement in the holiday year in which the employment terminates, a proportionate adjustment will be made
by way of addition to or deduction from as appropriate the Executive's final gross salary calculated on a pro-rata basis. A day's pay for the purposes of this Clause 11 will be
1/260 of the Executive's annual basic salary. 


12.   ABSENCE FROM WORK  


        12.1.    If the Executive is absent from work due to illness injury or other incapacity the Executive must notify the Company as soon as possible on the
first day of absence that the Executive will be unable to attend. The Executive must then keep the Company informed on a regular basis of her progress and when she expects to return to work. 


        12.2.    If
the Executive is absent from work for between three to seven days (including weekends), the Executive is required to complete a self-certification form
stating the dates and reason for absence including details of illness, injury or incapacity on non working days as this information is required by the Company to calculate Statutory Sick Pay
("SSP") entitlement. 


        12.3.    If
the Executive is absent from work due to illness or injury which continues for seven or more consecutive days (including weekends) the Executive must provide the
Company with a medical certificate and give or send it immediately to the Company. If absence is prolonged the Executive should continue to submit regular medical certificates, on a weekly basis, to
cover the entire period of her absence and to keep the Company informed generally as to the Executive's condition and the likely date of return to work. 


        12.4.    "Qualifying
days" for SSP purposes are Monday to Friday inclusive. The first three qualifying days are waiting days for which no SSP is payable. 


        12.5.    Failure
to comply with the above procedures may disqualify the Executive from receiving SSP. 



        12.6.    The
Company will be entitled, at its expense, to require the Executive to be examined by an independent medical practitioner of the Company's choice at any time and
the Executive agrees that the Doctor carrying out the examination may disclose to and discuss with the Company the results of the examination. 


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13.   OBLIGATIONS DURING EMPLOYMENT  


        13.1.    During employment by the Company the Executive shall: 



        13.1.1.    abide
by any relevant Company policy, rule or procedure which may be in force from time to time; 


        13.1.2.    not
without the Company's prior written consent hold any Material Interest in any person, firm, company, business or organisation which: 



        13.1.2.1.    is
in direct competition with the Company or the Group in cheque cashing or pay day cash advances; 


        13.1.2.2.    impairs
or might reasonably be thought by the Company or the Group to impair the Executive's ability to act at all times in the best interests of the Company; or 




8













  




        13.1.2.3.    requires
the Executive to disclose Confidential Information in order properly to discharge her duties to or further her interest in such person, firm, company,
organisation or business; 




        13.1.3.    not
divulge Confidential Information or obtain or seek to obtain any direct or indirect financial advantage from the disclosure of such information provided that
this obligation not to divulge Confidential Information does not apply to disclosures made with the prior consent of the Company and/or the Group or required by a Court Order; 


        13.1.4.    not
directly or indirectly receive or obtain in respect of any goods or services sold or purchased or other business transacted (whether or not by the Executive) by
or on behalf of the Company and/or the Group any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the Company's or Group's rules or guidelines
from time to time and if the Executive or any person, firm, company, organisation or business in which the Executive holds any Material Interest shall obtain any such discount, rebate, commission or
inducement the Executive shall immediately account to the Company and/or the Group for the amount the Executive or they receive; 


        13.1.5.    not
introduce to any person, firm or company any business of any kind with which the Company or any Group Company for which the Executive has performed services
under this Agreement is able to deal and not have any financial interest in, or derive any financial benefit from, contracts or transactions entered into by the Company or any other Group Company for
which the Executive performed services under this Agreement with any third party, without first disclosing such interest or benefit to the Jeff Weiss or Don Gayhardt and obtaining their approval; 



        13.1.6.    not
make any notes or memoranda relating to any matter within the scope of the business dealings or affairs of the Company or any Group Company otherwise than for
the benefit of the Company or the Group or without the prior consent of Jeff Weiss or Don Gayhardt, remove from the Company premises or copy or allow others to copy the contents of any document, disk,
tape or other tangible items which contains any Confidential Information or which belongs to the Company or the Group; 


        13.1.7.    if
so requested by the Company delete all Confidential Information from any computer disks, tapes or other reusable material in the Executive's possession or under
the Executive's control and destroy all other documents and tangible items in the Executive's possession or under the Executive's control which contain or refer to any Confidential Information; 




        13.2.    The
provisions of this Clause 13 are subject to the Public Interest Disclosure Act 1998 and the Executive's rights under that Act are unaffected. 


14.   TERMINATION OF EMPLOYMENT  


        14.1.    The Company may terminate the Executive's employment immediately by notice in writing without any entitlement to notice or payment in lieu of
notice (under Clause 2.3), any compensation, damages or remuneration for subsequent periods payable by virtue of common law or any statute if the Executive: 



        14.1.1.    commits,
repeats or continues (after written warning) any serious breach of this Agreement; 


        14.1.2.    is
guilty of gross misconduct as defined in the Company's disciplinary procedure) 


        14.1.3.    commits
any act of dishonesty relating to the Company or any Group Company; 



        14.1.4.    is
convicted of any criminal offence (other than an offence which does not in the opinion of the Board affect the Executive's employment under road traffic
legislation in the United 



9







 




Kingdom
or elsewhere for which the Executive is not sentenced to any term of imprisonment, whether immediate or suspended); 


        14.1.5.    becomes
bankrupt or enters into or makes any arrangement or composition with or for the benefit of her creditors generally. 




        14.2.    This
Agreement shall automatically terminate on the Executive reaching age 65 ("the Retirement Date") unless the Company and the Executive agree at any time prior to
the Retirement Date that the Agreement should continue after the Retirement Date. 


        14.3.    Where
either party gives notice to terminate this Agreement under Clause 2.5 or if the Executive resigns without notice and the Company does not accept the
resignation the Company may in its absolute discretion for all or part of the notice period under Clause 2.2 exclude the Executive from its premises; and/or require the Executive to resign
carry out specified duties for the Company other than those referred to in Clause 3 or to carry out no duties; and/or instruct the Executive not to communicate with suppliers, customers,
employees, agents or representatives of the Company or any Group Company until the employment has terminated. During the notice period the Executive will be entitled to be paid salary and all other
contractual benefits in accordance with this Agreement. 


        14.4.    On
commencement of any period of exclusion pursuant to Clause 14.3 the Executive will deliver up to the Company in accordance with Clause 18 all property
belonging to the Company or any Group Company. 


15.   SALE OR RECONSTRUCTION OF THE COMPANY  


        The Executive will have no claim against the Company or any Group Company in respect of the termination of her employment under this Agreement in connection with
the sale of the whole or a substantial part of the business or undertaking of the Company or on or in connection with the sale by the Company of any Group Company or on or by reason of the liquidation
of the Company for the purposes of amalgamation or reconstruction (whether or not by reason of insolvency) if the Executive is offered employment on no less favourable terms than those contained in
this Agreement (apart from the identity of the employer) with any person, firm or company as a result of such sale or of such amalgamation or reconstruction. 



16.   RESTRICTIONS ON THE EXECUTIVE AFTER TERMINATION OF EMPLOYMENT  


        16.1.    Definitions    


        In
this Clause 16 the following words and expressions have the following meanings: 



	 	Businesses	 	The business of cheque cashing and pay day cash advances
	

 	

Critical Person	
 	

any person who was an employee, director or consultant employed or engaged by the Company or any Group Company at any time within the Relevant Period and with whom the Executive had direct or indirect contact or frequent dealings with or was
responsible for and who by reason of such employment or engagement and in particular her seniority and the expertise or knowledge of trade secrets or Confidential Information of the Company or any Group Company or knowledge of or influence over the
clients, customers or suppliers of the Company or any Group Company is likely to be able to assist or benefit the business in or proposing to be in competition with the Company or any Group Company;
	 	 	 	 



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Relevant Customer	
 	

any person, firm or company who or which at any time during the Relevant Period is or was negotiating with, a client or customer of, or in the habit of dealing with, the Company or any Group Company for the sale or supply of Relevant Products or
Services, and with whom the Executive had personal contact or dealings on behalf of the Businesses or of which the Executive had personal knowledge during the Relevant Period in the course of the Executive's employment under this
Agreement;
	

 	

Relevant Period	
 	

the period of one year immediately before the Termination Date;
	

 	

Relevant Products or Services	
 	

Cheque cashing and pay day cash advances
	

 	

Restricted Territory	
 	

Within the United Kingdom.





        16.2.    Reasonableness of Restrictions    


        The
Executive acknowledges that in the ordinary course of her employment the Executive will be exposed to Confidential Information and the Company's and Group's, customers, suppliers and
employees for the purposes of the Businesses. The Executive acknowledges that such Confidential Information and contact with customers, suppliers and employees may not be readily available to others
engaged in a business similar to that of the Company or any Group Company or to the general public and that a disclosure of Confidential Information and or contact with customers, suppliers and/or
employees as set out in Clause 16.5 will be liable to cause significant harm to the Company or any Group Company. The Executive agrees that the provisions of this Clause 16 are necessary
and reasonable to protect the legitimate interests of the Company and the Group and its/their customers. 


        16.3.    Confidential Information    


        After
the termination of employment for whatever reason the Executive will not at any time and in any manner use or divulge or communicate to any person, firm, company or other
organisation any Confidential Information except if such disclosure is with the prior written consent of the Company or required by a Court Order. 



        16.4.    Non Competition    



        16.4.1.    The
Executive agrees that she will not, without the prior consent of the Company, directly or indirectly and whether alone or in conjunction with or on behalf of any
other person and whether as principal, shareholder, director, executive, employee, agent, consultant, independent contractor, partner or otherwise for a period of 12 months from the Termination
Date: 



        16.4.1.1.    be
engaged, concerned or interested in, or provide technical, commercial, or professional advice to, any other business which supplies cheque cashing and pay day
cash advances in competition with the Company or any Group Company in the UK 





        16.5.    Non-Solicitation/Dealing/Poaching/Interference    



        16.5.1.    The
Executive agrees that she will not, without the prior consent of the Company, directly or indirectly and whether alone or in conjunction with or on behalf of any
other person and whether as principal, shareholder, director, executive, employee, agent, consultant, independent contractor, partner or otherwise: 



        16.5.1.1.    for
a period of 12 months from the Termination Date so as to compete with the Businesses, canvass, solicit or approach or cause to be canvassed, solicited
or approached 




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any
Relevant Customer for the sale or supply of Relevant Products or Services or endeavour to do so; 


        16.5.1.2.    for
a period of 12 months from the Termination Date in connection with any business in or proposing to be in competition with the Company, solicit, induce
or entice away from the Company, employ, seek to employ, engage or appoint or in any way cause to be employed, engaged or appointed a Critical Person, whether or not such a person would commit any
breach of his/her contract of employment or engagement by leaving the service of the Company; 



        16.5.1.3.    for
a period of 12 months from the Termination Date interfere with the continuance of supplies to the Company from any suppliers who have been supplying
materials or services to the Company at any time during the Relevant Period and with whom the Executive has had personal contact. 





        16.6.    Notwithstanding
Clause 16.7 each covenant contained in Clauses 16 shall be construed as a separate covenant and, if one or more of the covenants is held to be
against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining covenants shall continue to bind the Executive. 



        16.7.    Whilst
the covenants in Clause 16 are considered by the parties to be reasonable in all the circumstances as at the date of this Agreement the Company may by
notice in writing at any time to the Executive reduce in whole or in part the extent or duration of the restrictions in them in such manner and to such extent as the Company in its absolute discretion
determines and the Executive then agrees to be bound by such additional covenants in the form reduced and the validity of any other covenant and provision contained in this Agreement shall not be
affected. 


        16.8.    If
the Executive applies for or is offered new employment, or a new engagement, before entering into any related contract the Executive will bring the terms of this
Agreement to the attention of the third party proposing, directly or indirectly, to appoint or engage the Executive. 


        16.9.    Clause 16
of this Agreement shall apply as though references to "Group Company" were substituted for existing references to the "Company". The Executive's
obligations pursuant to such clause will with respect to each Group Company, constitute a separate and distinct covenant and the invalidity or enforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of the Company or any other Group Company. 


17.   REDUCTION OF LENGTH OF POST TERMINATION RESTRICTIONS  


        The parties agree that the periods referred to in Clauses 16.4 and 16.5 will be reduced by one day for every day during which pursuant to Clause 14.3 the
Executive is excluded from the Company's premises and/or required not to undertake the Executive's normal duties. 


18.   COMPANY PROPERTY  


        On request and in any event of the termination of her employment, the Executive will immediately return to the Company all originals and copies of all documents,
computer disks and tapes and other tangible items in the Executive's possession or under the Executive's control which belong to the Company or the Group and/or which contain or refer to any
Confidential Information or which in any other way relate or belong to the Company or the Group. 


19.   INTELLECTUAL PROPERTY  


        All present and future copyright, know-how, rights to prevent unauthorised extraction and other intellectual property rights in any product or work
developed or partly developed by the Executive 


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during
the course of the employment with the Company shall remain the sole and exclusive property of the Company and this Agreement does not purport to grant, assign or transfer any rights in such
products or works to the Executive. 


20.   DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION  


        20.1.    The Company has a disciplinary procedure a copy of which is available on request from the Company. The disciplinary procedure is not
incorporated by reference to this Agreement and does not form part of it. 



        20.2.    If
the Executive has a grievance in relation to the employment or is dissatisfied with a disciplinary decision against the Executive, the Executive may apply in
writing to Jeff Weiss, Chairman and Chief Executive Officer whose decision will be final. This right to raise a grievance does not form part of the Executive's contract of employment. 


        20.3.    The
Company is entitled (without prejudice to its rights consequently to terminate this Agreement on the same or any other ground) to suspend the Executive on full pay
including bonuses, equity and allowances for so long as may be reasonably necessary to carry out any investigation, including, but not limited to, any investigation under the disciplinary procedure
and hold a disciplinary hearing and may require the Executive during such period: not to enter any premises of the Company or any Group Company and to abstain from contacting any customers, suppliers
or employees of the Company or any Group Company provided that the Executive shall not be employed by or provide services to any third party during the period for which she is suspended. 


21.   DEDUCTIONS  


        The Executive authorises the Company to deduct from her remuneration (including salary, pay in lieu of notice, commission, bonus, holiday pay and Company Sick
Pay) at any time during the employment or in any event on termination of employment any monies owed by the Executive to the Company or any Group Company. 


22.   DATA PROTECTION  


        22.1.    The Executive gives the Company permission to collect, retain and process information about him, including but not limited to details of her
date of birth, sex and ethnic origin. The Company warrants that this information will only be used in order that the Company can monitor its compliance with the law and best practice in terms of equal
opportunities and non-discrimination. 


        22.2.    Should
the Executive's personal circumstances change such as to render out the of date the information held by the Company, she should notify the Company immediately. 


23.   NOTICES  


        23.1.    Any notice given under this Agreement shall be in writing and shall be served on the party (in the case of the Executive) at the above address
or any other address notified by the Executive to the Company or (in the case of the Company) at its registered office. 


        23.2.    Any
notice shall be taken to have been received on the date and time of its actual receipt. 


24.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999  


        Notwithstanding any other provision of this Agreement, for the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to,
and does not, give any person who is not a party to it any right to enforce any of its provisions. 


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25.   WARRANTY  


        The Executive warrants to the Company that by virtue of entering into this Agreement the Executive will not be in breach of any express or implied terms of any
contract with or any obligation to any third party binding upon the Executive. 



26.   COLLECTIVE AGREEMENTS  


        There are no collective agreements in place which affect the Executive's employment with the Company. 


27.   LAW AND JURISDICTION  


        The Agreement will be governed by and interpreted in accordance with English law and the parties irrevocably agree to submit to the jurisdiction of the English
courts over any claim or matter or to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings may be brought in such courts. 



EXECUTION AND DELIVERY  


        This document is executed as a deed and delivered on the date set out at the beginning of this Agreement. 


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	SIGNED as a DEED by	 	 
	
Dollar Financial UK Limited	
 	

 
	

acting by two Directors	
 	

 
	or a Director and Secretary:	 	 
	 	 	/s/ Jeffrey Weiss

	 	 	Director
	

    	
 	

 
	 	 	/s/ Donald Gayhardt

	 	 	Director / Secretary
	
SIGNED as a DEED by

Gillian Wilmot	
 	

 
	 	 	/s/ Gillian Wilmot

	 	 	Executive








	in the presence of:	 	 
	

Witness Signature:	
 	

/s/ Cameron Hetherington
	

Name:	
 	

Cameron Hetherington
	

Address:	
 	

30 King Fisher Wharf

Castle Marina

Nottingham NG7 1LD

England




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